- 學位論文
企業併購租稅負擔之探討-從被併購公司股東觀點
A study of tax burden of merger and acquisition-Perspective of shareholders of the acquired company
摘要
隨著全球經濟市場高度自由化與國際化，企業併購交易日益蓬勃，我國企業併購法施行將近十年之際，對於許多被併購公司股東之課稅問題仍未列入修法，僅仰賴財政部所發布之解釋函(令)，因而衍生諸多尚待釐清及解決之稅務問題。此外，現行之解釋是否符合租稅中立性及公平原則，仍有應行探討之處。 本研究針對國內近年來已發生之併購交易實例，導入正向合併、反向合併、股份轉讓及分割等個案加以介紹，嘗試以所得稅理論及稽徵實務進行分析及整理，說明被併購公司股東之會計處理、課稅規定等加以研析，並參考美國及日本兩個國家之做法及國內稽徵實務觀察提出具體建議，希望在兼顧租稅中立及租稅公平之原則下，探求企業併購交易合理且適法之課稅規定，做為賦稅主管機關日後修法或規範相關課稅規定之參考。
並列摘要
With an extreme globalization and liberation of world markets, company acquisition activities flourished day after day. Merger and Acquisition Law had been put into practice around ten years ago, but laws concerning the payment of tax had never been revised. Up until now, only letters sent by Department of Treasury had been considered so far, so many problems concerning taxation existed and had never been solved. By the way, the explanations given in those letters are not fair in a sense, and to know whether they are fair or not, those concerned must delve into them deeper. In this investigation, I went through instances of company acquisition that occurred recently, offered some introduction into the instances of phase forward acquisition, reverse acquisition, company shares transfer, and company shares distribution, and attempted to analyze and organize the whole situation by the theory of income tax and what had happened over the past in the payment of tax. I disclosed how the accounting affairs were dealt with in a merged company by shareholders, and how they paid tax according to laws concerned. I also studied how it was all about in USA and Japan, made some comparisons among the three countries, to offer some suggestions. With a view of reaching the best solution to these tax problems, I also included the rules of neutral tax and fair tax, for the reference of authorities concerned, which will revise and draft laws for taxation after merger and acquisition of companies, in the future.